Corporations Act 2001




251A(1)   [ Company must keep minute books]  

A company must keep minute books in which it records within 1 month:

(a) proceedings and resolutions of meetings of the company's members; and

(b) proceedings and resolutions of directors' meetings (including meetings of a committee of directors); and

(c) resolutions passed by members without a meeting; and

(d) resolutions passed by directors without a meeting; and

(e) if the company is a proprietary company with only 1 director - the making of declarations by the director.

Note: For resolutions and declarations without meetings, see sections 248A, 248B, 249A and 249B.

251A(2)   [ Minutes to be signed]  

The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a) the chair of the meeting;

(b) the chair of the next meeting.

251A(3)   [ Resolution without a meeting]  

The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

251A(4)   [ Sole director company]  

The director of a proprietary company with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

251A(5)   [ Location of minute books]  

A company must keep its minute books at:

(a) its registered office; or

(b) its principal place of business in this jurisdiction; or

(c) another place in this jurisdiction approved by ASIC.

251A(5A)   [ Strict liability offence]  

An offence based on subsection (1), (2), (3), (4) or (5) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

251A(6)   [ Evidence]  

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.


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